AMENDED AND RESTATED SHARE PURCHASE AND CONTRIBUTION AGREEMENT by and among Paradigm Geotechnology B.V. and Paradigm Geotechnology Holdings B.V. and the Sellers as defined in this Agreement dated as of August 11, 2006Share Purchase and Contribution Agreement • September 20th, 2006 • Paradigm Ltd. • New York
This Amended and Restated Share Purchase and Contribution Agreement, dated as of August 11, 2006, by and among Paradigm Geotechnology B.V., a private limited liability company organized and existing under the laws of The Netherlands ("Purchaser"); Paradigm Geotechnology Holdings B.V., a private limited liability company organized and existing under the laws of The Netherlands ("Fox Paine"), and the entities and natural persons whose names and addresses are set forth in Exhibit A to this Agreement (the "Initial Sellers");
FOX PAINE & COMPANY, LLC 950 Tower Lane Suite 1150 Foster City, California 94404 August 13, 2002Indemnification Agreement • September 20th, 2006 • Paradigm Ltd. • New York
In connection with (i) our engagement to assist Paradigm Geophysical Ltd. and its affiliates (the "Company") with the matters set forth in the "Management Agreement" letter agreement, dated of even date herewith, by and between the Company and Fox Paine & Company, LLC ("Fox Paine"), and (ii) the "Reimbursement of Expenses" letter agreement, dated as of the date hereof, by and between the Company and Fox Paine (collectively, the "Letter Agreements"), the Company, Paradigm Geotechnology B.V. ("Parent") and Fox Paine are entering into this letter agreement. It is understood and agreed that in the event that Fox Paine or any of our members, employees, agents, affiliates or controlling persons, if any (each of the foregoing, including Fox Paine, being an "Indemnified Person"), becomes involved in any capacity in any action, claim, proceeding or investigation brought or threatened by or against any person, including you or your shareholders, financial advisors, underwriters or creditors, rel
EMPLOYMENT AGREEMENT Effective this, 11 day of August, 2006Employment Agreement • September 20th, 2006 • Paradigm Ltd.
WHEREAS the Company desires to employ the Executive on the terms and conditions set forth in this Agreement and the Executive desires to enter into such employment; and
FOX PAINE & COMPANY, LLC 950 Tower Lane Suite 1150 Foster City, California 94404 September 18, 2006Management Agreement • September 20th, 2006 • Paradigm Ltd.
We refer to the Amended and Restated Management Agreement, dated as of August 11, 2006 (the "Existing Agreement"), between Paradigm Geophysical Ltd., a company formed under the laws of the State of Israel (the "Company") and Fox Paine & Company, LLC, a Delaware limited liability company ("Fox Paine"). Upon consummation of an Initial Public Offering (as defined in the Existing Agreement), the Company or any of its affiliates shall make a payment to Fox Paine of a sum equal to $6,750,000 plus an amount equal to any expenses of Fox Paine that are then reimburseable pursuant to the Existing Agreement, which payment shall completely satisfy the Company's obligations to Fox Paine under the Existing Agreement and thereafter the Existing Agreement shall be terminated and shall be of no further force or effect. Except as modified hereby, the terms of the Existing Agreement shall remain unchanged and shall continue in effect unless and until modified in writing by the parties.Please confirm that
VOXELGEO® LICENSE AGREEMENTLicense Agreement • September 20th, 2006 • Paradigm Ltd. • Iowa
THIS LICENSE AGREEMENT, made and entered into this 25th day of August, 1995, by and between VITAL IMAGES, INC., an Iowa corporation with its principal office located at 505 North 4th Street, Fairfield, Iowa 52556 (hereinafter referred to as the "Licensor"), and COGNISEIS DEVELOPMENT, INC., a Delaware corporation with its principal office located at 2401 Portsmouth, Houston, Texas 77098-3903 (hereinafter referred to as the "Licensee").
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • September 20th, 2006 • Paradigm Ltd.
THIS STOCK SUBSCRIPTION AGREEMENT, dated as of August 11, 2006 (this "Agreement"), is by and among Paradigm Geotechnology B.V., a private limited liability company organized and existing under the laws of The Netherlands (the "Company"), and each of the several purchasers named in Schedule I attached hereto (each, a "Subscriber" and collectively, the "Subscribers").
AMENDED AND RESTATED SHAREHOLDERS' AGREEMENTShareholders Agreement • September 20th, 2006 • Paradigm Ltd. • New York
AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT, dated as of August 11, 2006 (the "Agreement"), by and among Paradigm Geotechnology B.V., a private limited liability company organized under the laws of the Netherlands (the "Company"), the shareholders identified in Schedule 1 attached hereto (collectively, the "FPC Shareholders"), the shareholders identified in Schedule 2 attached hereto (collectively, the "EDS Current Shareholders"), the persons and entities identified in Schedule 3 attached hereto (collectively, the "EDS Equivalent Shareholders"), the shareholders of the Company identified in Schedule 4 attached hereto (the "Existing Shareholders") and the Company shareholders identified in Schedule 5 attached hereto (the "Other Shareholders," and together with the FPC Shareholders, the EDS Current Shareholders, the EDS Equivalent Shareholders and the Existing Shareholders, the "Shareholders").
VIA FEDERAL EXPRESS October 6, 1997 Vital Images, Inc. Attn: Gregory S. Furness 3100 West Lake St., Suite 100 Minneapolis, MN 55416Consent to Assignment • September 20th, 2006 • Paradigm Ltd.
GeoScience Corporation ("GeoScience") and Paradigm Geophysical Corporation ("Paradigm") have entered into an agreement for the sale by GeoScience to Paradigm of all of the outstanding stock of CogniSeis Development, Inc. ("CogniSeis"). Under Article XII, provision 2 of the VoxelGeo License Agreement dated August 25,1995, by and between Vital Images, Inc, and CogniSeis (the "Agreement"), it appears that a sale of a controlling interest in the stock of CogniSeis might be deemed to be an assignment which requires the prior express written consent of Vital Images. Accordingly, GeoScience and CogniSeis hereby request that Vital Images unconditionally and irrevocably consent to the assignment of the Agreement and all rights and licenses granted or obligations incurred thereunder. Your consent to this assignment shall not (i) release CogniSeis from any of its obligations under the Agreement or limit CogniSeis' obligations thereunder, (ii) modify any terms of the Agreement or (iii) constitute
LICENCE AGREEMENT FOR THE UTILIZATION OF DSI PATENTSLicence Agreement • September 20th, 2006 • Paradigm Ltd.
TOTAL SA, a Société Anonyme (public limited company) under French law, whose registered office is located at 2, Place de la Coupole, La Défense 6, 92400 COURBEVOIE, represented by Mr. Thibaut HUYGHUES-DESPOINTES, Director of Research, Exploration and Production, hereinafter referred to as "TOTAL"
FOX PAINE & COMPANY, LLC 950 Tower Lane Suite 1150 Foster City, California 94404 August 11, 2006Management Agreement • September 20th, 2006 • Paradigm Ltd. • New York
We refer to the Management Agreement, dated as of August , 2004 (the "Existing Agreement"), between Paradigm Geophysical Ltd., a company formed under the laws of the State of Israel (the "Company") and Fox Paine & Company, LLC, a Delaware limited liability company ("Fox Paine"). In connection with the acquisition (the "Acquisition") of the outstanding shares of capital stock of Earth Decision Sciences S.A. a société anonyme organized and existing under the laws of France by the Company's sole shareholder, Paradigm Geotechnology B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under Netherlands law (the "Parent"), the Company and Fox Paine wish to amend and restate the Existing Agreement on the terms set forth herein, effective as of the date set forth above.
